Common use of OUTLINED TERMS Clause in Contracts

OUTLINED TERMS. Business, Corporate Governance and Important Decisions Business The Company’s business is [insert description] (the “Business”). Governing bodies Shareholders and Management Board. No Supervisory Board. Shareholder matters amending the Articles of Association changing the Share Capital, excluding the existing Shareholders’ pre-emptive right to subscribe for new Shares, options, convertible loans, other instruments giving their holders the right to acquire any Shares issuing convertible note, entering into convertible loan agreement, changing any material terms of any such transaction approving, and changing any material terms of, any option plan entering into, and changing any material terms of, any option agreement, except in accordance with previously approved option plan entering into any other agreement granting any person a right to acquire any share, changing any material terms of such transaction acquiring own Shares and transferring such Shares deciding on merger, division, transformation or dissolution disposal of all or substantially all the Company´s assets (including Intellectual Property), or the granting of an exclusive license over all or substantially all the Intellectual Property of the Company distributing profit electing and recalling Management Board members approving annual report electing auditor designating special audit and remuneration of the special auditor taking any of the actions in (i)- (xiv) with respect to any subsidiary of the Company resolving other matters placed within the competence of shareholders by Law, the Articles and this Agreement. Adoption of Shareholder resolutions A resolution in “Shareholder matters” above is adopted if supported by more than [insert] of votes represented by all Shares or a higher majority set forth by mandatory Law. Management Board The Management Board shall consist of 1 to 3 members. Representation right: each member may individually represent the Company. Share Issues and Transfers, Option Pool Pre-emption All Shareholders shall have the right to participate in the issue of new Shares pro rata to their existing shareholdings, unless such right is excluded in accordance with the Articles. Restriction on transfer and encumbrance of shares A Shareholder is entitled to Transfer his Shares or encumber them with any Encumbrance only if such transaction has been approved in advance in writing by all other Shareholders. Option Pool The Company may grant options over the Shares to employees, members of governing bodies, consultants and service providers subject to a maximum option pool set out in Schedule 1 row “Option Pool”. Unless otherwise decided by the Shareholders, options shall vest over 4 years: 25% after 1 year and remaining 75% in equal monthly instalments over following 3 years. Founders’ undertakings and covenants Main responsibilities Each Founder’s role and main responsibilities are described in Schedule 3. Promotion of Business The Founders shall promote the best interests of the Company and shall take all actions on their part to ensure that the Business is conducted in accordance with this Agreement, the Articles and applicable Law with the aim of increasing the value of the Company. New Business opportunities All new business opportunities relevant to the Business shall only be taken up through the Company or its wholly owned subsidiary, except as otherwise explicitly approved by the resolution of Shareholders. Devotion The Founders must devote their entire business time and attention to the Company and may not undertake additional business activities without the approval of all other Founders. Non-competition Each Founder, in his capacity as a Shareholder, undertakes with the Company not to compete with the Business in the territory of [ ] (“Restricted Territory”) while he is a Shareholder and for a period of one year after he ceases to be a Shareholder (“Non-compete Period”). Penalty: € [ ] per breach Non-solicitation Each Founder undertakes not to solicit the key employees, key service providers and management board members of the Group Companies (“Key Persons”) for the period of one year after he ceases to be a Shareholder (“Non-solicitation Period”). Penalty: € [ ] per breach Control over Founder Holdcos If a Founder holds his Shares through a legal entity (“Founder HoldCo”): he shall procure that the Founder HoldCo will remain under his 100% Control; he shall be liable for Founder HoldCo’s obligations arising from the Agreement as a surety with his aggregate maximum liability being € [ ] the obligation of the Founder to transfer his share back to the Company under “Reverse Vesting” provisions shall apply instead to the Founder HoldCo. Reverse vesting Vesting terms The “Vesting Period” for Founders’ Shares shall be 4 years from the Effective Date. 25% of Founders Shares shall vest on the first anniversary of the Effective Date. The remaining 75% shall vest quarterly in equal installments over the following three years.

OUTLINED TERMS. Business, Corporate Governance Business Business and Important Decisions Business operations The Company’s business is [insert description] (the “Business”). Governing bodies Shareholders and Management BoardThe Company’s current business plan (“Business Plan”) is attached to the Agreement as Schedule 3. No The Business Plan may be amended by the Supervisory Board. Corporate Governance and Important Decisions Governing bodies Shareholders, Supervisory Board, Management Board Shareholder matters amending the Articles articles of Association association changing the Share Capitalshare capital, excluding the existing Shareholdersshareholders’ pre-emptive right to subscribe for new Shares, options, convertible loans, other instruments giving their holders the right to acquire any Shares issuing convertible note, entering into convertible loan agreement, changing any material terms of any such transaction approving, and changing any material terms of, any option plan entering into, and changing any material terms of, any option agreement, except in accordance with previously approved option plan entering into any other agreement granting any person a right to acquire any shareShare, changing any material terms of such transaction acquiring own (treasury) Shares and transferring such Shares deciding on merger, division, transformation or dissolution disposal distributing profit taking any of all or substantially all the Company´s assets actions in (including Intellectual Property), or the granting of an exclusive license over all or substantially all the Intellectual Property i)-(ix) with respect to any subsidiary of the Company distributing profit electing and recalling Management Board supervisory board members, except Company’s supervisory board members who are directly appointed under Section “Supervisory Board” entering into, and changing any material terms of, any transaction with a supervisory board member or his Related Party, raising a claim against a supervisory board member or his Related Party and appointment of the Company’s representative in any such matter approving annual report electing auditor designating special audit and remuneration of the special auditor taking any of the actions in (i)- (xiv) with respect to any subsidiary of the Company resolving other matters placed within the competence of shareholders by Law, the Articles and this Agreement. Adoption of Shareholder resolutions A resolution in “Shareholder matters” matters (i)-(x) above is adopted if supported by more than [insert] 50% of votes represented by all Shares or a higher majority set forth by mandatory Law, including in any event the Investor Majority Votes. Management Board The Management Board shall consist In all other Shareholder matters, a resolution is adopted if supported by more than 50% of 1 to 3 members. Representation right: each member may individually represent the Company. Share Issues and Transfers, Option Pool Pre-emption All Shareholders shall have the right to participate in the issue of new Shares pro rata to their existing shareholdings, unless such right is excluded in accordance with the Articles. Restriction on transfer and encumbrance of shares A Shareholder is entitled to Transfer his votes represented by Shares or encumber them with any Encumbrance only if such transaction has been approved in advance in writing a higher majority set forth by all other Shareholders. Option Pool The Company may grant options over the Shares to employees, members of governing bodies, consultants and service providers subject to a maximum option pool set out in Schedule 1 row “Option Pool”. Unless otherwise decided by the Shareholders, options shall vest over 4 years: 25% after 1 year and remaining 75% in equal monthly instalments over following 3 years. Founders’ undertakings and covenants Main responsibilities Each Founder’s role and main responsibilities are described in Schedule 3. Promotion of Business The Founders shall promote the best interests of the Company and shall take all actions on their part to ensure that the Business is conducted in accordance with this Agreement, the Articles and applicable Law with the aim of increasing the value of the Company. New Business opportunities All new business opportunities relevant to the Business shall only be taken up through the Company or its wholly owned subsidiary, except as otherwise explicitly approved by the resolution of Shareholders. Devotion The Founders must devote their entire business time and attention to the Company and may not undertake additional business activities without the approval of all other Founders. Non-competition Each Founder, in his capacity as a Shareholder, undertakes with the Company not to compete with the Business in the territory of [ ] (“Restricted Territory”) while he is a Shareholder and for a period of one year after he ceases to be a Shareholder (“Non-compete Period”). Penalty: € [ ] per breach Non-solicitation Each Founder undertakes not to solicit the key employees, key service providers and management board members of the Group Companies (“Key Persons”) for the period of one year after he ceases to be a Shareholder (“Non-solicitation Period”). Penalty: € [ ] per breach Control over Founder Holdcos If a Founder holds his Shares through a legal entity (“Founder HoldCo”): he shall procure that the Founder HoldCo will remain under his 100% Control; he shall be liable for Founder HoldCo’s obligations arising from the Agreement as a surety with his aggregate maximum liability being € [ ] the obligation of the Founder to transfer his share back to the Company under “Reverse Vesting” provisions shall apply instead to the Founder HoldCo. Reverse vesting Vesting terms The “Vesting Period” for Founders’ Shares shall be 4 years from the Effective Date. 25% of Founders Shares shall vest on the first anniversary of the Effective Date. The remaining 75% shall vest quarterly in equal installments over the following three yearsmandatory Law.